Page 8 of 11 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used in purchasing the Stock
were as follows:
| Purchaser | Source of Funds | Amount |
| SCM | Fund Under Management(1) | $168,222,303.63 |
| SCP | Working Capital | $152,795,577.10 |
| (1) Includes funds of SCP investors in the Stock. | ||
| Item 4. | Purpose of Transaction |
The Filers purchased the Common Stock of the
Issuer for investment purposes.
The Filers are engaged in the investment advisory
business. In pursuing this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that
affect their investment considerations, including, without limitation, current and anticipated future trading prices for the Issuer’s
Common Stock and other securities, the Issuer’s operations, assets, prospects, financial position, and business development,
Issuer’s management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions,
as well as other investment considerations. Depending on their evaluation of various factors, including those indicated above,
the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate in light of circumstances
existing from time to time. Such actions may include the purchase of additional shares of Common Stock in the open market, through
privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through privately
negotiated transactions with third parties or otherwise, of all or a portion of the shares of Common Stock now owned or hereafter
acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative transactions
with respect to the Common Stock or otherwise pledge their interests in the Common Stock of the Issuer as a means of obtaining
liquidity. The Filers may from time to time cause any of its investment fund clients (the “Stadium Capital Funds”)
to distribute in kind to their respective investors shares of Common Stock of the Issuer owned by such Stadium Capital Funds. In
addition, from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry
participants and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any
other stockholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses
of action to the Issuer’s management, the Issuer’s Board of Directors and the stockholders of the Issuer. Any of the
foregoing actions could involve one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule
13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change in control, issuances,
purchases, dispositions or pledges of securities or other changes in capitalization.
Given the numerous changes to the Issuer’s
board over the past two years, SCM has been in discussions with the management of the Issuer regarding board composition.
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